Minutes of Board or Committee meetings should be a factual and objective account of matters dealt with at each meeting in order to provide a reliable history of the organisation. Board or Committee members have a collective responsibility to discuss and agree on the form and content of the minutes and agenda, and to ensure that the responsibilities of the minute-taker are clearly understood by all – particularly the minute-taker!
As a suggestion, minutes should record issues raised or discussed, decisions considered and made, motions presented and moved (whether passed or lost) and actions agreed upon.
With regard to motions, it’s good practice to have the mover of a motion present the motion in written form (either on paper or electronically) to ensure that the motion is worded as the mover desires: any motion may be changed through the process of amendments, and these can be added to the written form. It’s imperative that all present and eligible to vote understand the final motion – which can be difficult when several amendments or a wide-ranging discussion have taken place.
1. Opening of the Meeting:
The time of commencement of the meeting should be noted
List members, any visitors or observers by name. It may be appropriate to list the time that any member arrives late, or leaves before formal closure of the meeting.
If there are insufficient full-voting members present to form a quorum (ie the minimum number of full-voting members required to for a formal or legal meeting as set out in the Constitution), the Chairperson is faced with the option to defer the meeting to another date at which a quorum will be present, or to continue the meeting in the full knowledge that the meeting, together with any decisions made, may have no formal or legal status.
In the event that a quorum was not been present at the previous meeting, the Board or Committee faces a critical stage in its credibility and should immediately address and remedy the reason for non-attendance of members. Members collectively have the responsibility to ensure that the Board or Committee is able to fulfill its role, responsibilities and accountabilities. Should the usual meeting time prove to be inconvenient to some members, alternative meeting arrangements may be necessary to ensure participation of all elected or appointed members.
List members who have lodged apologies for this meeting or have been granted leave of absence at a previous meeting. Members who are absent without apology or leave of absence may simply be noted as absent. Check the Constitution or Rules as it may that absence from 3 consecutive meetings without apology or explanation may result in immediate ineligibility to continue as a Board or Committee member.
4. Approval of the agenda:
The first item on the agenda could be the agenda itself. The Chairperson would ask members whether there are any further items to be added to the agenda, and these would be slotted under appropriate agenda headings: or the members may decide to re-order agenda items to enable important and urgent matters to be considered early in the meeting. If desired, the Chairperson could then allocate time to each agenda item to ensure that all agenda items will be covered during the meeting.
When the agenda is completed, it can be agreed that no further agenda items are permitted during the meeting. Any items or issues that arise through the meeting which are not included in the agenda would then be either delegated to a sub-committee, office-bearer or the CEO - or noted for inclusion in the agenda for the next meeting.
There are two regular General Business agenda items that can add value to meetings:
- an item to ‘suspend standing orders for 20 minutes’ to enable the informal discussion on an issue, a concern or an idea for change or innovation,
- an item to allow reflection on the meeting itself to gauge members’ satisfaction with the meeting process or procedure, and to discuss improvements if appropriate.
5. Minutes of previous meeting:
The procedure for confirming minutes of the previous meeting is noted, eg Minutes of the previous meeting (date or reference) were submitted by the Secretary for confirmation. List any amendments, additions or deletions that result from discussion and then the names of the mover and seconder of the motion to accept and confirm the minutes as a true and correct record of the previous meeting, recording that the motion was carried. An alternative practice is to have a motion to accept the minutes, followed by discussion re amendments etc., followed by a motion to confirm the minutes as amended.
Where any amendments have been made to the minutes as submitted, these amendments should be listed in the minutes of the current meeting, and the copy of the minutes in the ‘official minute book’ – signed by the Chairperson – should also be corrected.
6. Matters arising from the Minutes:
These should already be listed in the current meeting agenda and then be dealt with one by one. If any ‘matters arising’ are major items for discussion, they should already have been included in the agenda by the persons responsible for preparing the agenda prior to distribution to members. If it is agreed to defer any of these matters to be dealt with under particular reports or general business, make sure they are not overlooked.
Any motions or decisions that result from discussion during ‘matters arising’ should be noted in the minutes, together with the mover/seconder and result of the subsequent vote or general agreement.
Some organisations table a list of Board or Committee correspondence received or forwarded since the previous meeting, and then only deal with correspondence that is deemed by the Chairperson and CEO to deserve time within the meeting. Others include this list with the agenda and financial report forwarded to members prior to the meeting, and ask members to star items they wish to be dealt with in detail in this section of the meeting. Any that are not starred by any member are then simply tabled: the list is a formal component of the minutes of this meeting.
Members should discuss the most appropriate manner to deal with correspondence – noting that correspondence to and from the Board or Committee should focus on the governance role and function, NOT management or operational matters.
It is important that members ‘know what it needs to know’ and ensure that reports to the Board or Committee contain factual information, together with interpretation and commentary, and that introduce validated and costed recommendations for decision, action or inaction. Reports should focus on the governance role and function – and not include management or operational detail.
The issue of confidentiality must always be respected in reports to the Board or Committee, which may preclude information or opinion relating to specific persons, or circumstances.
Reports should follow a Board- or Committee-endorsed format. The CEO’s report format should be closely aligned with the strategic and business plans, and with the CEO position’s key performance indicators. The format for sub-committee reports should be closely aligned with the purpose and terms of reference for each Sub-committee.
The sequence in which reports are received and discussed is a matter for members to determine by agreement. The financial report which details the current financial status of the organisation (profit and loss, comparison of actual with budget estimates, and balance sheet) may well be a component of the Finance sub-committee’s report.
Financial reports should always be accompanied by interpretation and commentary on the figures, including where and why there are discrepancies which means that income is less than anticipated or budgeted, or expenditure is more than anticipated or budgeted. It is wise for members to compare the last six monthly financial reports to identify trends in income or expenditure over a period of time. It is also wise for members to compare the last three annual financial statements as included in the Annual Reports, again to identify trends and changes in income sources and expenditure categories.
A decision can be made to receive all reports, and then accept them by motion with mover/seconder and vote as a group of reports: however, it is wise for the Treasurer (who should be the Chairperson of the Finance Committee) to move acceptance of the financial report as a separate item with a separate vote.
Where any report is deemed to contain insufficient information to enable a wise Board or Committee decision, the matter should be returned to the source of the report with specific instructions as to the nature and extent of further information required to enable a wise decision for which members are individually and collectively responsible and accountable – such further information may relate to historical evidence or comparison, priorities, costings, rationale for recommendation.
Reports can be attachments to the official minutes of each meeting.
9. General Business:
These items to be dealt with separately, item by item. Consider including an item for reflection and an item for informal discussion as mentioned above under ‘Approval of Agenda’. Close attention is required to ensure that general business items are matters for Board or Committee attention or decision – and do not include management or operational matters.
Where insufficient time is available for any item, it can be:
- deferred to the next Board meeting by inclusion in the agenda for the next meeting, or
- referred to the CEO or relevant Sub-committee for exploration and inclusion in their report to the next Board meeting.
Prioir to closing the meeting, the Chairperson is wise to give a summary of actions agreed upon, commitments and decisions made, and responsibilities allocated – and to ensure that each member leaves the meeting knowing and understanding what they need to do as a result of this meeting.
10. Next Meeting:
Date, time and venue of next meeting is agreed upon and noted, together with any particular items to be included in the agenda for the next meeting.
11. Meeting Closed:
Time of meeting closure should be noted.
One important observation:
Members need to avoid making unwise or unhelpful informal comments about any aspect of the meeting – or other members – as they gather their car keys and papers and make their way to the car park. Where sensitive issues have been discussed during a meeting, members can be tempted to express their true feelings as soon as the meeting is formally closed.
Board or Committee loyalty, confidentiality and duty of care don’t only apply during meetings – they are 24/7 obligations.